EXHIBIT 10.1
Wire One Technologies, Inc.
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April 24, 2002
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Dear Rich:
This letter, when accepted by you, shall constitute an amendment to the
employment agreement (the "Agreement") dated January 2, 2001, between Wire One
Technologies, Inc. (the "Company") and you. Capitalized terms not defined herein
shall have the respective meanings ascribed to them under the Agreement. The
Company and you hereby agree as follows:
1. The first sentence of Paragraph 1 of the Agreement is, effective as of the
date of this amendment, amended by deleting the phrase "President and"
therefrom.
2. Paragraph 2(b) of the Agreement is amended, effective commencing with the
second calendar quarter of 2002, to read in its entirety as follows:
"You shall be entitled to receive such cash bonuses as the Company may,
from time to time and in its sole discretion, determine. You shall, in any
event, be entitled to receive a cash bonus (the "Formula Bonus") with
respect to any calendar year of the Employment Period (each a "Year"),
based upon the performance criteria set forth below, of up to a maximum
for such Year as follows:
Year Maximum Formula Bonus
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2002 165,000
2003 195,000
The Formula Bonus for each Year shall be payable in four equal calendar
quarterly installments; however, the installment with respect to any
calendar quarter shall be payable only upon satisfaction of the following
conditions (the "Performance Conditions"): (i) the Company's net revenues
exclusive of revenues from discontinued operations ("Continuing Revenues")
for such quarter, as reported in the Company's filings with the Securities
and Exchange Commission, are greater than the Continuing Revenues for the
corresponding quarter of the preceding calendar year as so reported and
(ii) the Company has at least $500,000 of "EBITDA" (that is, earnings
before interest, taxes, depreciation and amortization, exclusive of
non-recurring items and otherwise computed on a basis consistent with past
practice, as the Company publicly discloses that figure) from continuing
operations during such quarter (it being understood that, if any Formula
Bonus installment has not been earned by you as a result of the failure of
either of the Performance Conditions to be satisfied for that quarter,
such unpaid installment shall be permanently forfeited). All
determinations of satisfaction of the Performance
Condition shall be made by the Compensation Committee of the Board of
Directors in accordance with the criteria set forth in this subparagraph
(b).
3. Except as modified hereby, the Agreement remains in full force and effect.
Yours very truly,
WIRE ONE TECHNOLOGIES, INC.
By: /s/
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ACCEPTED:
/s/
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